To change your registered agent in Texas, file a Statement of Change of Registered Office/Agent (Form 401) with the Secretary of State and pay a $15 fee, or $5 if you are a nonprofit corporation or cooperative association. Before you file, you need a replacement who meets the state’s requirements and has agreed in writing to take the role. The filing can be completed online through SOSDirect in a matter of minutes.
Line Up a Qualified Replacement First
Every domestic or foreign filing entity in Texas must continuously maintain a registered agent and registered office in the state. The agent accepts legal documents, tax notices, and official correspondence for the business.1Office of the Texas Secretary of State. Registered Agents
Two categories qualify. An individual agent must live in Texas and consent in writing to serve. An organization can serve if it is a domestic entity or a foreign entity registered to do business in Texas, and it cannot be the same entity it represents. A business owner can serve as their own company’s agent as long as they are a Texas resident.
The registered office must be a physical street address in Texas where someone can hand-deliver legal papers during normal business hours. A P.O. box or a virtual mailbox does not satisfy the rule. If the agent is an organization, it must keep an employee at that address during business hours to accept service.2State of Texas. Texas Business Organizations Code 5.201 – Designation and Maintenance of Registered Agent and Registered Office
What Form 401 Asks For
Form 401 is the same form for every entity type, whether you run a corporation, an LLC, a limited partnership, or a foreign entity registered in Texas.3Office of the Texas Secretary of State. Form 401 Instructions for Change of Registered Agent/Office Have three pieces of information ready before you start:
- Your entity’s exact legal name as it appears on state records.
- Your state-assigned file number.
- The new agent’s full name and Texas street address.
On the form, indicate whether the new agent is an individual or an organization, provide their name, and list the registered office address. The form includes a statement affirming that the new agent has consented to the appointment.
Consent has to be in writing or in electronic form, but you do not send it to the Secretary of State. Send the signed consent to the new agent and keep a copy in your company records.4Office of the Texas Secretary of State. Form 401-A – General Information Acceptance of Appointment An authorized person from your company then signs the completed Form 401.
How to File and What It Costs
The filing fee is $15 for most entities. Nonprofit corporations and cooperative associations pay $5.5Office of the Texas Secretary of State. Business Filings and Trademarks Fee Schedule You can submit the form three ways:
- Online through SOSDirect. Create an account on the state’s portal, complete the filing electronically, and pay by credit card. A 2.7% convenience fee applies to credit card payments.6Office of the Texas Secretary of State. Filing Options
- By mail. Send two copies of the completed form with a check or money order to P.O. Box 13697, Austin, TX 78711-3697. One copy comes back to you as a receipt after processing.7Office of the Texas Secretary of State. Contact the Corporations Section
- In person, at the James Earl Rudder Office Building, 1019 Brazos St., Austin, TX 78701.
Processing Times and Expedited Service
Online filings through SOSDirect are processed far faster than paper submissions, and the Secretary of State encourages electronic filing for that reason. Certain SOSDirect filings receive evidence of processing in real time. Mail filings enter a queue behind other paper submissions and take considerably longer.6Office of the Texas Secretary of State. Filing Options
If you need a paper filing turned around quickly, three tiers of expedited service are available on top of the regular $15 fee:8Office of the Texas Secretary of State. Texas Express Expedited Business Filings
- Standard expedited service costs $50 and moves your filing ahead of regular submissions, typically within two to three business days. Available for mail and in-person filings.
- Next-day service costs $500. Filings delivered in person by noon are processed by close of business the next business day.
- Same-day service costs $750. Filings delivered in person by noon are processed by close of business that same day.
Paying for expedited service does not guarantee the filing is accepted. The document still goes through the normal legal review.
Confirm the Change and Update Your Records
Once the filing is processed, look up your entity through SOSDirect to confirm the new registered agent and office appear on file. The change takes legal effect when the Secretary of State accepts the filing, and at that point it operates as an amendment to your certificate of formation or foreign registration.9Texas Public Law. Texas Business Organizations Code 5.202 – Change by Entity to Registered Office or Registered Agent
Tell your previous agent that their appointment has ended. Update your operating agreement or corporate bylaws so the new agent’s name and address match the state’s records.
If Your Current Agent Resigned
Sometimes the pressure comes from the agent’s side. A resigning agent files Form 402, and the resignation does not take effect until the 31st day after the state receives it.10Office of the Texas Secretary of State. Form 402 – Instructions for Resignation of Registered Agent That window is your time to appoint a replacement through Form 401.
If you miss it, the Secretary of State sends a 90-day notice warning that you must designate a new agent. If Form 401 has not been filed by the 91st day after the notice is mailed, the state will involuntarily terminate your entity.11Office of the Texas Secretary of State. The Involuntary Termination of a Business Entity
What Happens if You Let It Lapse
Texas law lets the Secretary of State terminate any filing entity that fails to maintain a registered agent or office and does not fix the problem within 90 days of notice.12State of Texas. Texas Business Organizations Code 11.251 – Involuntary Termination Foreign entities face revocation of their registration under the same rule.
Termination is more than a paperwork issue. You lose good standing, which can freeze bank accounts and block the company from entering contracts or filing lawsuits in its name. Another entity can claim your business name while you are terminated. And if someone sues the company during a gap when no agent is on file, you may never receive the papers, and a court can enter a default judgment even when the business had a strong defense.13Office of the Texas Secretary of State. Registered Agents FAQs
Reinstatement after involuntary termination requires filing a Certificate of Reinstatement (Form 811) and paying $75, or $5 for nonprofits. You must first fix every issue that caused the termination, including appointing a new agent. For most entities other than nonprofits, you also need a tax clearance letter from the Comptroller confirming franchise tax obligations are current. If another entity took your business name, you will have to amend your certificate of formation to adopt a new name before reinstatement can go through.14Office of the Texas Secretary of State. Form 811 – Instructions for Certificate of Reinstatement The $15 filing while you are still in good standing is a much cheaper path than the one that starts after termination.